HomeMy WebLinkAboutContracts & Agreements_227A-2020AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of professional consulting services to prepare a risk
management plan/triennial compliance audit (` Agreement") is made and entered in this 3rd day
of November, 2020 ("Effective Date"), by and between the City of Redlands, a municipal
corporation ("City") and Proteus Consulting ("Consultant"). City and Consultant are sometimes
individually referred to herein as a `Party' and, together, as the `Parties. In consideration of the
mutual promises contained herein, City and Consultant agree as follows:
ARTICLE 1 — ENGAGEMENT OF CONSULTANT
1 1 City hereby engages Consultant to prepare a risk management plan/triennial compliance
audit for City (the `Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
A, titled `Scope of Services, which is attached hereto and incorporated herein by
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3 1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Ross Wittman, Municipal Utilities and Engineering Department, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit 'B, titled `Project Schedule, which is
attached hereto and incorporated herein by reference.
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4.2 Consultant shall complete the Services no later than January 28, 2021 unless the Services
are terminated earlier as provided for herein.
4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City consistent with
City Council adopted policy for the same. It shall be the obligation of Consultant to
obtain a copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5 1 Total compensation for Consultant's performance of the Services shall be in the amount
of twenty four thousand nine hundred thirty six dollars ($24,936). City shall pay
Consultant in accordance with Exhibit 'C, titled 'Cost Proposal, which is attached
hereto and incorporated herein by reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by whom, and a description of reimbursable expenses related to the Services. City
shall pay Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail, in each case
properly posted and fully prepaid to the appropriate address set forth below or such other
address as a Party may provide notice in accordance with this section:
CITY.
City Clerk
City of Redlands
35 Cajon Street
P 0 Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
(909) 798-7531
CONSULTANT.
Soma Bhadra, P.E. CEO
Proteus Consulting
4087 Alabama Street
San Diego, CA 92104
soma@consult-proteus.com
(858)-353-2805
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not
perform any Services unless and until the required insurance listed below is obtained by
Consultant. Consultant shall provide City with certificates of insurance and endorsements
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evidencing such insurance prior to commencement of the Services. Insurance policies
shall include a provision prohibiting cancellation or modification of the policy except
upon thirty (30) days prior written notice to City
A. Workers' Compensation and Employer s Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws
of the State of California. Consultant shall execute and provide City with Exhibit
'D titled `Workers' Compensation Insurance Certification, which is attached
hereto and incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two
Million Dollars ($2,000,000) aggregate, for public liability property damage and
personal injury is required. City shall be named as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City
C. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and
property damage liability This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services, hired and non -owned
vehicles, and employee non -ownership vehicles. City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or
self-insurance maintained by City
D Consultant is expressly prohibited from assigning or subcontracting any of the
Services without the prior written consent of City In the event of mutual agreement
by the Parties to assign or subcontract a portion of the Services, Consultant shall add
such assignee or subcontractor as an additional insured to the insurance policies
required hereby and provide City with the insurance endorsements prior to any
Services being performed by the assignee or subcontractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by or the willful misconduct of, Consultant, or its
officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7 1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
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represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law.
(ii) issue, deny suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity participate in
making a governmental decision or otherwise perform the same or substantially
the same duties for City that would otherwise be performed by an individual
holding a position specified in City's Conflict of Interest Code under Government
Code section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests,
Consultant shalt complete and file a Fair Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may in the sole
discretion of City results in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
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only and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City Consultant
shall have no authority express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority express or implied, to
bind City to any obligation.
8.4 This Agreement may be terminated by City in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate. If this
Agreement is terminated by City an adjustment to Consultant's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Consultant at the time of termination may be adjusted to the
extent of any additional costs to City occasioned by any default by Consultant. Upon
receipt of a ternination notice, Consultant shall immediately discontinue its provision of
the Services and, within five (5) days of the date of the termination notice, deliver or
otherwise make available to City copies (in both hard copy and electronic form, where
applicable) of project related data, design calculations, drawings, specifications, reports,
estimates, summaries and such other information and materials as may have been
accumulated by Consultant in performing the Services. Consultant shall be compensated
on a pro -rata basis for Services completed up to the date of termination.
8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the natters contained
herein, and any prior negotiations, written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement.
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement
CITY OF REDLANDS PROTEUS CONSULTING
Charles Duggan Jr ,
Attest
e Donaldson, City Clerk
By
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Soma Bhadra, P E , CEO 11/ 7/2O2O
EXHIBIT "A"
SCOPE OF SERVICES
The following is the Scope of Services for the Henry Tate Risk Management Plan Triennial
Audit:
Task 1 — Project Management
The overall project management is to include planning, coordination, reporting and communication. The
timeline is to include the initial project meeting being held within one (1) week of project start date.
1 Initial Project (Kick-off) Meeting: Hold a one (1) hour web meeting with the City staff to discuss
scope, schedule, and other project details. The kickoff meeting will discuss the approach the
consultant will employ in executing the project and for collecting pertinent data from the City The
meeting will also ensure that City's goals and objectives of the project are clearly understood by
the consultant project team.
2. Invoicing: Prepare one (1) final invoice at the completion of the project and acceptance of the
deliverable. Any anticipated changes to the project budget are to be approved in advance by the
City
3. Quality Assurance and Quality Control: Quality assurance reviews are to be done at key
milestones to assess overall project. The consultant is to perform technical reviews of work
products and deliverables prior to submittal to the City
Task 2 Triennial Compliance Audit
The Triennial Compliance Audit must following all applicable guidelines and regulations including:
CCR, Title 19, Division 2, Chapter 4.5 'California Accidental Release Prevention
Program'
40 CFR Part 68 -'Chemical Accident Prevention Provisions'
CCR, Title 8, Division 1 Chapter 4 Section 5189 'Process Safety Management of Acutely
Hazardous Materials'
1 Compliance Audit Preparation: Information gathering and preview of the Henry Tate Water
Treatment Plant RMP related documents, prior audits, and prior CaIARP 5 year submittals for the
facility
2. Compliance Audit: On-site activities to include opening and exit meeting; walk-through; staff
interviews; and review of the chlorination process/related equipment, each element of the RMP
and other records. This includes assisting with minor edits to the RMP by inserting the
recommended changes into the document in tracking mode for review and acceptance by City
staff.
3. Compliance Audit Report Development: Report of findings complete with recommendations, a
summary table, and an action tracking log. Final report to be reviewed with City staff for clear
understanding of findings and to establish a plan of action for any recommendations.
4. Final Report Format: Digital and hard copy of all files associated with the completed compliance
audit report. Acceptable digital format will be at the discretion of the City based on the type of
document.
Task 3 — CaIARP/RMP/PSM Awareness Training
Group web training conducted with City staff covering all elements of the CaIARP/RMP/PSM programs.
The presentation is to be provided to the City in PDF format.
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EXHIBIT "B"
PROJECT SCHEDULE
The following is project schedule for the Henry Tate Risk Management Plan Triennial Audit:
Tasks
NTP by City
Wkl
Wk2
Wk3
Wk4
Wk5
Wk6
Wkl
Wk8
Kick-off meeting
Document List
Audit Checklist
Data Gatherin. by Cit
Data Review
On-site Audit
Final Report
Trainin. to Cit
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EXHIBIT "C"
COST PROPOSAL
The following cost proposal is for the RMP Triennial Compliance Audit of the Henry Tate Water Treatment
Plant.
Item # 1-3 corresponds with task # 1-3 listed in the Scope of Services.
Item # 4 refers to costs not included in Item # 1 3 which are necessary to complete the project.
Item--„
#
Task.
.,
Position,of -
Pro osed$taff
P
ur.(y
';HRoate;
:Est,.liours
Total,
Task 1 — Project
Management
PROj. MCR.
$ LOO
5
$ 1,000.00
$
$
$
$
2.
Task 2 — Triennial
Compliance Audit
Program Levet 3'
SR. PROJ. ENGR,
$ 180
44
$ 920.00
AUDITOR
$ P70
66
$ 11,120,00
$
$
Task 3 —
CaIARPlRMPlPSM
Awareness
Training
SR. PROD. ENCR,
$ ISO
10
$ I,SOO,Ot)
AUDITOR
$ 170
16
$ 2 20,00
$
$
!tern
#
, Task
=(oot rr duhea In dein la)
. Pk Description
. ,t.. .. -
Cost/Rate
(A)
Quantiti '
(6)
Total
,<..?(AX B)
4'
Additional Cost
(lf Applicable)
MILEAGE
$ 0.57SCVMI
480
$ 276.00
T,O.TA_L','SU1Vl
or, 610 P:F4i PSJ.SAL'
6 24,936,4E7:
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EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -unsure and to pay any compensation that
may become due to his or her employees
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against Iiability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement (Labor Code §1861)
XI affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self -insure, or a certification of workers'
compensation insurance
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct
PROTEUS CONSULTING
By CA(K 19-1(A_CAdAa
oma Bhadra, P E , CEO
Date 1/-77) 20 20
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